Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 03, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'NPS PHARMACEUTICALS INC | ' |
Entity Central Index Key | '0000890465 | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 106,839,708 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $53,368 | $51,204 |
Marketable investment securities | 115,979 | 129,270 |
Accounts receivable | 38,125 | 41,242 |
Inventory | 33,513 | 30,035 |
Prepaid expenses | 6,730 | 5,621 |
Other current assets | 1,206 | 1,380 |
Total current assets | 248,921 | 258,752 |
Property and equipment, net | 5,442 | 4,402 |
Goodwill | 9,429 | 9,429 |
Intangibles, net | 17,954 | 19,301 |
Other | 469 | 338 |
Total assets | 282,215 | 292,222 |
Current Liabilities | ' | ' |
Accounts payable and accrued expenses | 35,002 | 33,117 |
Convertible notes payable | 0 | 16,545 |
Current portion of non-recourse debt | 7,270 | 8,752 |
Total current liabilities | 42,272 | 58,414 |
Non-recourse debt, less current portion | 100,007 | 123,635 |
Other liabilities | 9,023 | 5,283 |
Total liabilities | 151,302 | 187,332 |
Commitments and contingencies (notes 6 and 8) | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $0.001 par value. Authorized 5,000,000 shares; issued and outstanding no shares | 0 | 0 |
Common stock, $0.001 par value. Authorized 175,000,000 shares; issued and outstanding 106,829,708 shares and 102,613,780 shares, respectively | 107 | 103 |
Additional paid-in capital | 1,161,858 | 1,127,420 |
Accumulated other comprehensive (loss) income | -1,633 | 56 |
Accumulated deficit | -1,029,419 | -1,022,689 |
Total stockholders' equity | 130,913 | 104,890 |
Total liabilities and stockholders' equity | $282,215 | $292,222 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Stockholders' deficit | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 175,000,000 | 175,000,000 |
Common stock, shares issued | 106,829,708 | 102,613,780 |
Common stock, shares outsatnding | 106,829,708 | 102,613,780 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenues: | ' | ' | ' | ' |
Product sales, net | $28,091 | $11,037 | $67,917 | $16,492 |
Royalties | 29,109 | 28,129 | 89,450 | 84,613 |
License fees | 0 | 36 | 0 | 36 |
Total revenues | 57,200 | 39,202 | 157,367 | 101,141 |
Cost of sales | 3,180 | 1,077 | 7,794 | 1,615 |
Operating expenses: | ' | ' | ' | ' |
Research and development | 24,530 | 18,798 | 66,238 | 65,381 |
Selling, general and administrative | 28,139 | 17,558 | 79,142 | 46,228 |
Total operating expenses | 52,669 | 36,356 | 145,380 | 111,609 |
Operating income (loss) | 1,351 | 1,769 | 4,193 | -12,083 |
Other income (expense) | ' | ' | ' | ' |
Interest income, net | 97 | 108 | 321 | 221 |
Interest expense | -3,364 | -2,959 | -11,047 | -9,388 |
Other | -9 | -5 | 298 | -18 |
Total other expense, net | -3,276 | -2,856 | -10,428 | -9,185 |
Loss before income tax expense | -1,925 | -1,087 | -6,235 | -21,268 |
Income tax expense | 221 | 0 | 495 | 4 |
Net loss | ($2,146) | ($1,087) | ($6,730) | ($21,272) |
Net loss per common and potential common share | ' | ' | ' | ' |
Basic | ($0.02) | ($0.01) | ($0.06) | ($0.22) |
Diluted | ($0.02) | ($0.01) | ($0.06) | ($0.22) |
Weighted average common and potential common shares outstanding | ' | ' | ' | ' |
Basic | 107,312 | 102,227 | 105,924 | 96,034 |
Diluted | 107,312 | 102,227 | 105,924 | 96,034 |
Condensed_Conslidated_Statemen
Condensed Conslidated Statements of Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net loss | ($2,146) | ($1,087) | ($6,730) | ($21,272) |
Unrealized gains (loss) on securities: | ' | ' | ' | ' |
Unrealized holding (loss) gain arising during period | -32 | 89 | 3 | 16 |
Reclassification for recognized loss on marketable investment securities during the period | -5 | 0 | -12 | -2 |
Net unrealized gain (loss) on marketable investment securities | -37 | 89 | -9 | 14 |
Foreign currency translation loss | -1,489 | -9 | -1,680 | 0 |
Other comprehensive (loss) income | -1,526 | 80 | -1,689 | 14 |
Comprehensive loss | ($3,672) | ($1,007) | ($8,419) | ($21,258) |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net loss | ($6,730) | ($21,272) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 2,433 | 1,871 |
Accretion of premium (discount) on marketable investment securities | 2,534 | 1,962 |
Shares issued for payment of services | 0 | 549 |
Non-cash interest expense | 6,036 | 8,674 |
Non-cash royalties | -30,387 | -29,831 |
Compensation expense on share-based awards | 11,249 | 7,343 |
Realized gain on sale of marketable investment securities | -12 | -2 |
(Increase) decrease in operating assets: | ' | ' |
Accounts receivable | 1,124 | -4,041 |
Inventory | -4,239 | 6,118 |
Prepaid expenses, other current assets and other assets | -1,119 | 528 |
(Decrease) increase in operating liabilities: | ' | ' |
Accounts payable and accrued expenses | 3,003 | 4,263 |
Other liabilities | 3,791 | -1,242 |
Net cash used in operating activities | -12,317 | -25,080 |
Cash flows from investing activities: | ' | ' |
Sales of marketable investment securities | 8,661 | 6,451 |
Maturities of marketable investment securities | 91,108 | 58,251 |
Purchases of marketable investment securities | -89,008 | -114,738 |
Acquisitions of property and equipment | -1,883 | -608 |
Net cash provided by (used in) investing activities | 8,878 | -50,644 |
Cash flows from financing activities: | ' | ' |
Net proceeds from the sale of common stock | 0 | 93,454 |
Net proceeds from the exercise of stock options | 8,517 | 11,684 |
Excess tax benefit from stock options | 227 | 0 |
Shares withheld for the payment of taxes | -2,154 | -618 |
Net cash provided by financing activities | 6,590 | 104,520 |
Effect of exchange rate changes on cash | -987 | 0 |
Net increase in cash and cash equivalents | 2,164 | 28,796 |
Cash and cash equivalents at beginning of period | 51,204 | 17,471 |
Cash and cash equivalents at end of period | 53,368 | 46,267 |
Supplemental Disclosures of Cash Flow Information | ' | ' |
Cash paid for interest | 256 | 712 |
Cash paid for income taxes | 218 | 4 |
Supplemental Disclosure of Non-cash Investing and Financing Activities | ' | ' |
6.1 million shares of NPS common stock issued in connection with the Takeda Termination and Transition agreement | 0 | 55,403 |
Unrealized (loss) gain on marketable investment securities | -9 | 14 |
Accrued acquisition of property and equipment | 699 | 69 |
Noncash reductions of debt | 25,111 | 20,245 |
Conversion of 5.75% convertible notes | $16,535 | $0 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Parenthetical) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Cash Flows [Abstract] | ' | ' |
6.1 million shares of NPS common stock issued | 0 | 6.1 |
Conversion of 5.75% convertible notes | 5.75% | ' |
Basis_of_Presentation_Note_1
Basis of Presentation - Note 1 | 9 Months Ended |
Sep. 30, 2014 | |
Basis of Presentation | ' |
Basis of Presentation | ' |
(1) Basis of Presentation | |
The accompanying unaudited condensed consolidated financial statements included herein have been prepared by NPS Pharmaceuticals, Inc. (NPS Pharma or the Company) in accordance with the rules and regulations of the United States Securities and Exchange Commission (SEC). The condensed consolidated financial statements are comprised of the financial statements of NPS Pharma and its subsidiaries collectively referred to as the Company. In management's opinion, the interim financial data presented includes all adjustments (consisting solely of normal recurring items) necessary for fair presentation. All intercompany accounts and transactions have been eliminated. Certain information required by U.S. generally accepted accounting principles has been condensed or omitted in accordance with rules and regulations of the SEC. Operating results for the three or nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2014. | |
These condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto for the year ended December 31, 2013, included in NPS Pharma's 2013 Annual Report on Form 10-K filed with the SEC. | |
The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions relating to reporting of the assets and liabilities and the disclosure of contingent assets and liabilities to prepare these condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period in conformity with U.S. generally accepted accounting principles. Actual results could differ from these estimates. | |
The financial statements of the Company's subsidiaries with functional currencies other than the U.S. dollar are translated into U.S. dollars using period-end exchange rates for assets and liabilities, historical exchange rates for stockholders' equity and weighted average exchange rates for operating results. Translation gains and losses are included in accumulated other comprehensive income (loss), net of tax, in stockholders' equity. Foreign currency transaction gains and losses are included in the results of operations in other income and expense. | |
Subsequent Events | |
The Company has evaluated all events and transactions since September 30, 2014. The Company did not have any material recognized or non-recognized subsequent events. | |
Income_Loss_Per_Common_Share_N
Income (Loss) Per Common Share - Note 2 | 9 Months Ended |
Sep. 30, 2014 | |
Income (Loss) Per Common Share | ' |
(2) Income (Loss) Per Common Share | |
Basic net income (loss) per common share is the amount of income (loss) for the period divided by the weighted average shares of common stock outstanding during the reporting period. Diluted income (loss) per common share is the amount of income (loss) for the period plus interest expense on convertible debt divided by the sum of weighted average shares of common stock outstanding during the reporting period and weighted average shares that would have been outstanding assuming the issuance of common shares for all dilutive potential common shares. | |
Potential common shares of approximately 4.8 million and 5.9 million during the three and nine months ended September 30, 2014, respectively, and 7.4 million and 6.7 million during the three and nine months ended September 30, 2013, respectively, that could potentially dilute basic income per share in the future were not included in the computation of diluted income (loss) per share because to do so would have been anti-dilutive for the periods presented. Potential dilutive common shares related to convertible debt were approximately 0 and 1.1 million during the three and nine months ended September 30, 2014, respectively, and 3.0 million for the three and nine months ended September 30, 2013, respectively. Additionally, potential dilutive common shares related to stock options, restricted stock and restricted stock units were 4.8 million for the three and nine months ended September 30, 2014, respectively, and 4.4 million and 3.6 million for the three and nine months ended September 30, 2013, respectively. | |
Fair_Value_Measurement_Note_3
Fair Value Measurement - Note 3 | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Fair Value Measurement Disclosure | ' | ||||||||||||
Fair Value Measurement | ' | ||||||||||||
(3) Fair Value Measurement | |||||||||||||
The Company's financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: | |||||||||||||
Level 1- Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. | |||||||||||||
Level 2- Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). | |||||||||||||
Level 3- Inputs are unobservable and reflect the Company's assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available. | |||||||||||||
Summary of Assets Recorded at Fair Value | |||||||||||||
In accordance with the fair value hierarchy described above, the following table shows the fair value of the Company's financial assets (only marketable investment securities) that are required to be measured at fair value as of September 30, 2014 and December 31, 2013 (in thousands): | |||||||||||||
As of September 30, 2014: | Level 1 | Level 2 | Level 3 | Total | |||||||||
Certificate of deposits | $ | - | $ | 11,430 | $ | - | $ | 11,430 | |||||
Corporate debt | - | 95,751 | - | 95,751 | |||||||||
Government agency debt | - | 8,797 | - | 8,797 | |||||||||
Money market funds | 13,033 | - | - | 13,033 | |||||||||
Total assets at fair value | $ | 13,033 | $ | 115,978 | $ | - | $ | 129,011 | |||||
As of December 31, 2013: | Level 1 | Level 2 | Level 3 | Total | |||||||||
Certificate of deposits | $ | - | $ | 13,020 | $ | - | $ | 13,020 | |||||
Corporate | - | 91,887 | - | 91,887 | |||||||||
Government agencies | - | 27,131 | - | 27,131 | |||||||||
Money market funds | 23,043 | - | - | 23,043 | |||||||||
Total assets at fair value | $ | 23,043 | $ | 132,038 | $ | - | $ | 155,081 | |||||
As of September 30, 2014 and December 31, 2013, the fair values of the Company's Level 2 securities were $116.0 million and $132.0 million, respectively. These securities are certificates of deposit, commercial paper, corporate or government agency debt issued by domestic companies or agencies with an original maturity of less than 18 months. These securities are currently rated A-1 or higher. The Company's cash equivalents are classified within Level 1 or Level 2 of the fair value hierarchy because they are valued using quoted market prices or broker or dealer quotations for similar assets. These investments are initially valued at the transaction price and subsequently valued utilizing third-party pricing providers or other market observable data. Data used in the analysis include reportable trades, broker/dealer quotes, bids and offers, benchmark yields and credit spreads. The Company validates the prices provided by its third-party pricing providers by reviewing their pricing methods, analyzing pricing inputs and confirming that the securities have traded in normally functioning markets. The Company did not adjust or override any fair value measurements provided by its pricing providers as of September 30, 2014 or December 31, 2013. | |||||||||||||
As of September 30, 2014 and December 31, 2013, the Company did not have any investments in Level 3 securities. | |||||||||||||
There were no transfers of assets or liabilities between Level 1 and Level 2 during the three or nine months ended September 30, 2014 and 2013. | |||||||||||||
The carrying amounts reflected in the condensed consolidated balance sheets for certain short-term financial instruments including accounts receivable, accounts payable, accrued expenses, and other liabilities approximate fair value due to their short-term nature, except that the estimated fair value and carrying value of a royalty liability to the Brigham and Women's Hospital related to sales of cinacalcet HCl using a discounted cash flow model is approximately $3.6 million and $4.6 million, respectively, at September 30, 2014 and $4.3 million and $5.6 million, respectively, at December 31, 2013. | |||||||||||||
Summary of Liabilities Recorded at Carrying Value | |||||||||||||
The fair and carrying value of our debt instruments are detailed as follows (in thousands): | |||||||||||||
As of September 30, 2014 | As of December 31, 2013 | ||||||||||||
Fair | Carrying | Fair | Carrying | ||||||||||
Value | Value | Value | Value | ||||||||||
5.75% Convertible Notes* | $ | - | $ | - | $ | 92,338 | $ | 16,545 | |||||
Sensipar Notes | 33,525 | 33,501 | 54,097 | 54,395 | |||||||||
rhPTH 1-84-Secured Debt | 54,838 | 42,790 | 50,058 | 42,790 | |||||||||
Regpara-Secured Debt | 30,872 | 30,986 | 37,348 | 35,202 | |||||||||
Total | $ | 119,235 | $ | 107,277 | $ | 233,841 | $ | 148,932 | |||||
* See Note 6 | |||||||||||||
The fair values of the Company's convertible notes were estimated using the (i) terms of the convertible notes; (ii) rights, preferences, privileges, and restrictions of the underlying security; (iii) time until any restriction(s) are released; (iv) fundamental financial and other characteristics of the Company; (v) trading characteristics of the underlying security (exchange, volume, price, and volatility); and (vi) precedent sale transactions. The fair values of the Company's non-recourse Sensipar notes, recombinant human parathyroid hormone [1-84] ("rhPTH 1-84")-secured debt and Regpara-secured debt were estimated using a discounted cash flow model. Within the hierarchy of fair value measurements, these are Level 3 fair values. | |||||||||||||
Financial_Instruments_Note_4
Financial Instruments - Note 4 | 9 Months Ended | ||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||
Financial Instruments Disclosure | ' | ||||||||||||||||||
Financial Instruments | ' | ||||||||||||||||||
(4) Financial Instruments | |||||||||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk are accounts receivable and marketable investment securities. The majority of the Company's accounts receivable are payable by pharmaceutical companies and specialty pharmacies and collateral is generally not required from these companies. Substantially all of the Company's royalty revenues for the three and nine months ended September 30, 2014 and 2013 were from three licensees and substantially all of the Company's accounts receivable balances at September 30, 2014 and December 31, 2013 were from three licensees. Substantially all of the Company's product sales revenues for the three and nine months ended September 30, 2014 and 2013 and substantially all of the Company's trade accounts receivable balances at September 30, 2014 and December 31, 2013, were from six specialty pharmacies. The Company's portfolio of marketable investment securities is subject to concentration limits set within the Company's investment policy that help to mitigate its credit exposure. | |||||||||||||||||||
The following is a summary of the Company's marketable investment securities (in thousands): | |||||||||||||||||||
Gross | Gross | ||||||||||||||||||
unrealized | unrealized | ||||||||||||||||||
Amortized | holding | holding | Fair | ||||||||||||||||
cost | gains | losses | value | ||||||||||||||||
As of September 30, 2014: | |||||||||||||||||||
Debt securities: | |||||||||||||||||||
Corporate debt | $ | 107,211 | $ | 15 | $ | -45 | $ | 107,181 | |||||||||||
Government agency debt | 8,792 | 6 | - | 8,798 | |||||||||||||||
Total marketable investment securites | $ | 116,003 | $ | 21 | $ | -45 | $ | 115,979 | |||||||||||
Gross | Gross | ||||||||||||||||||
unrealized | unrealized | ||||||||||||||||||
Amortized | holding | holding | Fair | ||||||||||||||||
cost | gains | losses | value | ||||||||||||||||
As of December 31, 2013: | |||||||||||||||||||
Debt securities: | |||||||||||||||||||
Corporate | $ | 103,175 | $ | 23 | $ | -60 | $ | 103,138 | |||||||||||
Government agency | 26,110 | 22 | - | 26,132 | |||||||||||||||
Total marketable investment securites | $ | 129,285 | $ | 45 | $ | -60 | $ | 129,270 | |||||||||||
Marketable investment securities available for sale in an unrealized loss position as of September 30, 2014 and December 31, 2013 are summarized as follows (in thousands): | |||||||||||||||||||
Held for less than 12 months | Held for more than 12 months | Total | |||||||||||||||||
Unrealized | Unrealized | Unrealized | |||||||||||||||||
Fair value | losses | Fair value | losses | Fair value | losses | ||||||||||||||
As of September 30, 2014: | |||||||||||||||||||
Available for Sale: | |||||||||||||||||||
Debt securities: | |||||||||||||||||||
Corporate debt | $ | 82,985 | $ | 45 | $ | - | $ | - | $ | 82,985 | $ | 45 | |||||||
Government agency | |||||||||||||||||||
debt | - | - | - | - | - | - | |||||||||||||
$ | 82,985 | $ | 45 | $ | - | $ | - | $ | 82,985 | $ | 45 | ||||||||
As of December 31, 2013: | |||||||||||||||||||
Available for Sale: | |||||||||||||||||||
Debt securities: | |||||||||||||||||||
Corporate debt | $ | 74,407 | $ | 56 | $ | 5,732 | $ | 4 | $ | 80,139 | $ | 60 | |||||||
Government agency | |||||||||||||||||||
debt | - | - | - | - | - | - | |||||||||||||
$ | 74,407 | $ | 56 | $ | 5,732 | $ | 4 | $ | 80,139 | $ | 60 | ||||||||
Summary of Contractual Maturities | |||||||||||||||||||
Maturities of marketable investment securities are as follows at September 30, 2014 and December 31, 2013 (in thousands): | |||||||||||||||||||
As of September 30, 2014 | As of December 31, 2013 | ||||||||||||||||||
Amortized | Amortized | ||||||||||||||||||
cost | Fair value | cost | Fair value | ||||||||||||||||
Due within one year | $ | 107,385 | $ | 107,360 | $ | 103,280 | $ | 103,266 | |||||||||||
Due after one year through five years | 8,618 | 8,619 | 26,005 | 26,004 | |||||||||||||||
Due after five years | - | - | - | - | |||||||||||||||
Total debt securities | $ | 116,003 | $ | 115,979 | $ | 129,285 | $ | 129,270 | |||||||||||
Impairments | |||||||||||||||||||
No impairment losses were recognized through earnings related to available for sale securities during the three and nine months ended September 30, 2014 and 2013. | |||||||||||||||||||
Proceeds from Available for Sale Securities | |||||||||||||||||||
The proceeds from maturities and sales of available for sale securities and resulting realized gains and losses, were as follows (in thousands): | |||||||||||||||||||
For the Three Months | For the Nine Months | ||||||||||||||||||
Ended September 30, | Ended September 30, | ||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||
Proceeds from sales and maturities | $ | 21,810 | $ | 18,045 | $ | 99,769 | $ | 64,702 | |||||||||||
Realized gains | 5 | - | 12 | 2 | |||||||||||||||
Realized losses | - | - | - | - | |||||||||||||||
Inventory_Note_5
Inventory - Note 5 | 9 Months Ended | ||||||
Sep. 30, 2014 | |||||||
Inventory Disclosure | ' | ||||||
Inventory | ' | ||||||
(5) Inventory | |||||||
Inventories are stated at the lower of cost or market. Inventory is as follows at September 30, 2014 and December 31, 2013 (in thousands): | |||||||
September 30, | December 31, | ||||||
2014 | 2013 | ||||||
Raw materials | $ | 31,411 | $ | 29,330 | |||
Finished goods | 2,102 | 705 | |||||
Total inventory | $ | 33,513 | $ | 30,035 | |||
Inventory acquired prior to receipt of marketing approval of a product candidate is expensed as research and development as incurred. The Company begins to capitalize the costs associated with the production of the inventory upon marketing approval of a product candidate. | |||||||
Longterm_Debt_Note_6
Long-term Debt - Note 6 | 9 Months Ended | ||||||
Sep. 30, 2014 | |||||||
Long-Term Debt Disclosure | ' | ||||||
Long-Term Debt | ' | ||||||
(6) Long-term Debt | |||||||
The following table reflects the carrying value of the Company's long-term debt under various financing arrangements as of September 30, 2014 and December 31, 2013 (in thousands): | |||||||
September 30, | December 31, | ||||||
2014 | 2013 | ||||||
Convertible notes | $ | - | $ | 16,545 | |||
Non-recourse debt | 107,277 | 132,387 | |||||
Total debt | 107,277 | 148,932 | |||||
Less current portion | 7,270 | 25,297 | |||||
Total long-term debt | $ | 100,007 | $ | 123,635 | |||
(a) Convertible Notes | |||||||
On April 8, 2014, the holders of the 5.75% Convertible Notes ("5.75% Convertible Notes") converted the remaining outstanding notes at a conversion price of $5.44 per share. The Company issued 3.0 million shares pursuant to this conversion and retired the remaining $16.5 million of the outstanding 5.75% Convertible Notes. | |||||||
(b) Non-recourse Debt | |||||||
Sensipar- and Mimpara-Secured Non-recourse Debt | |||||||
As of September 30, 2014 and December 31, 2013, the outstanding principal balances on Sensipar- and Mimpara-secured non-recourse debt were $33.5 million and $54.4 million, respectively. The Sensipar- and Mimpara-secured debt is non-recourse to the Company and solely secured and serviced by Sensipar and Mimpara (cinacalcet HCl) royalties. The Company amended its agreement with Amgen effective September 30, 2011 whereby Amgen advanced $145.0 million of Sensipar and Mimpara royalties to the Company (the "Sensipar Notes"). The Sensipar Notes accrue interest at an annual rate of 9%, compounded quarterly and payable 45 days after the close of each quarter. The payment of the royalty advance and discount shall be satisfied solely by Amgen's withholding of royalties and except in the event of a breach of certain customary representations and warranties under the agreement, the Company will have no obligation to repay any unsettled amount. The Company further amended the agreement with Amgen effective June 29, 2012, limiting the royalty offset of the royalty advance up to $8.0 million per quarter with royalties in excess of $8.0 million paid to the Company for the respective quarter, thereby extending the royalty advance repayment period. After the payment of the royalty advance and a 9% per annum discount on the balance of the advance, Amgen will resume paying NPS Pharma all royalties earned through December 31, 2018. As of September 30, 2014 and December 31, 2013, the Company classified $7.3 million and $6.7 million, respectively, of the Sensipar Notes as current based on royalty payments accrued as of September 30, 2014 and December 31, 2013. Accrued interest on the Sensipar Notes was approximately $365,000 and $592,000 as of September 30, 2014 and December 31, 2013, respectively. The Company incurred debt issuance costs of $96,000, in September 2011, which are being amortized using the effective interest method. The effective interest rate on the Sensipar Notes, including debt issuance costs, is approximately 9%. | |||||||
rhPTH 1-84-Secured Non-recourse Debt | |||||||
As of each of September 30, 2014 and December 31, 2013, the outstanding principal balances on rhPTH 1-84-secured debt were $42.8 million. In July 2007, the Company entered into an agreement (the "2007 DRI Agreement") with DRI Capital ("DRI"), formerly Drug Royalty L.P.3, in which the Company sold to DRI its right to receive future royalty payments arising from sales of recombinant human parathyroid hormone 1-84 [rDNA origin] ("PTH") under its license agreement with Takeda (the "Takeda License Agreement"). Under the 2007 DRI Agreement, DRI paid the Company an up-front purchase price of $50.0 million. If and when DRI receives two and a half times the amount paid to the Company, the 2007 DRI Agreement will terminate and the remainder of the royalties, if any, will revert back to the Company. In connection with the Company's 2007 DRI Agreement, the Company granted DRI a security interest in its Takeda License Agreement for Preotact and certain of its patents and other intellectual property underlying the Takeda License Agreement. In the event of a default by the Company under the 2007 DRI Agreement, DRI would be entitled to enforce its security interest against the property described above. | |||||||
In December 2013, the Company entered into an amendment and restatement (the "Amendment and Restatement") to the 2007 DRI Agreement. Pursuant to the March 18, 2013 Termination and Transition Agreement between the Company and Takeda (the "Termination and Transition Agreement"), the Takeda License Agreement was terminated and the Company re-acquired exclusive rights worldwide, excluding Israel, to develop and commercialize rhPTH 1-84. Preotact is the brand name that Takeda had used to market rhPTH 1-84 for the treatment of osteoporosis in certain of its licensed territories. The Company is developing rhPTH 1-84 in the U.S. under the trade name Natpara® for the treatment of hypoparathyroidism. The Company filed a Biologic License Application ("BLA") for Natpara with the U.S. Food and Drug Administration (the "FDA") in October 2013. The Prescription Drug User Fee Act ("PDUFA") date for completion of the review is January 24, 2015. | |||||||
Pursuant to the Amendment and Restatement, (i) DRI has consented to the commercialization of rhPTH 1-84 by the Company, (ii) the terms of the 2007 DRI Agreement are tolled, and (iii) the parties' rights and obligations regarding PTH and related technology are governed by the Amendment and Restatement. | |||||||
The Company will be required to pay royalties in the mid-single digits to DRI based upon sales of rhPTH 1-84 by the Company and its licensees (if any) worldwide, excluding Israel. The Company has agreed to undertake certain efforts to commercialize rhPTH 1-84. If the Company does not submit a Marketing Authorization Application to the European Medicines Agency for rhPTH 1-84 in the European Union by an agreed upon date, DRI will have the right to revoke the consent granted in the Amendment and Restatement, reinstate the 2007 DRI Agreement, and either cause the Company to enter into a new license agreement with a third party with respect to rhPTH 1-84 on terms that are substantially similar and no more extensive (when taken as a whole) than the terms contained in the terminated Takeda License Agreement, or negotiate such an agreement on the Company's behalf. | |||||||
The Company's obligation to pay royalties to DRI under the Amendment and Restatement shall expire on a country-by-country basis upon the later of (i) the last to expire patent controlled by the Company with claims covering rhPTH 1-84 in such country or (ii) the expiration of any period of regulatory exclusivity applicable to rhPTH 1-84 in such country. The Company's obligation to pay royalties to DRI under the Amendment and Restatement shall terminate in its entirety once cumulative royalty payments made to DRI by Takeda and the Company total $125.0 million. As of September 30, 2014, $45.5 million in royalties had been paid to DRI. | |||||||
DRI continues to maintain a security interest in the Company's patents that contain claims covering rhPTH 1-84 and certain other NPS Pharma intellectual property related to rhPTH 1-84. In the event of a default by the Company under the Amendment and Restatement, DRI would be entitled to enforce its security interest against the Company and such intellectual property. | |||||||
The Company determined the initial up-front purchase price is debt and is being amortized into earnings using the effective interest method over the estimated life. Accrued interest under the Amendment and Restatement was $4.8 million and $0 as of September 30, 2014 and December 31, 2013, respectively and is included as a component of other liabilities. The repayment of the remaining $42.8 million principal is secured solely by future royalty payments arising from sales of rhPTH 1-84 by the Company. The rhPTH 1-84-secured debt is non- recourse to the Company. | |||||||
REGPARA-Secured Non-recourse Debt | |||||||
As of September 30, 2014 and December 31, 2013, the outstanding principal balances on REGPARA-secured debt were $31.0 million and $35.2 million, respectively. In February 2010, the Company entered into an agreement with an affiliate of DRI (the "2010 DRI Agreement"), in which the Company sold to DRI its right to receive future royalty payments arising from sales of REGPARA® (cinacalcet HC1) under its license agreement with Kyowa Hakko Kirin. Under the 2010 DRI Agreement, DRI paid the Company an upfront purchase price of $38.4 million. If and when DRI receives two and a half times the amount paid to the Company, the 2010 DRI Agreement will terminate and the remainder of the royalties, if any, will revert back to the Company. In connection with the 2010 DRI Agreement, the Company granted DRI a security interest in its license agreement with Kyowa Hakko Kirin for REGPARA and certain of its patents and other intellectual property underlying that agreement. In the event of a default by NPS Pharma under the 2010 DRI Agreement, DRI would be entitled to enforce its security interest against NPS Pharma and the property described above. The Company classified the initial upfront purchase price as debt which is being amortized using the effective interest method over the estimated life of approximately 11 years. As of September 30, 2014 and December 31, 2013, the Company classified $0 and $0, respectively, of the REGPARA-secured debt as current based on royalty payments accrued as of September 30, 2014 and December 31, | |||||||
2013. Accrued interest under the 2010 DRI Agreement was $0 and $1.1 million as of September 30, 2014 and December 31, 2013, respectively. Through September 30, 2014, $36.2 million has been paid to DRI. The repayment of the remaining $31.0 million principal as of September 30, 2014, is secured solely by future royalty payments arising from sales of REGPARA by Kyowa Hakko Kirin. The effective interest rate under the 2010 DRI Agreement, including issuance costs, is approximately 15.4%. The REGPARA-secured debt is non-recourse to the Company. | |||||||
Income_Taxes_Note_7
Income Taxes - Note 7 | 9 Months Ended |
Sep. 30, 2014 | |
Income Taxes Disclosure | ' |
Income Taxes | ' |
(7) Income Taxes | |
The Company files income tax returns in various jurisdictions with varying statutes of limitations. The statute of limitations for income tax audits in the U.S. will commence upon utilization of net operating losses and will expire three years from the filing of the tax return. In August 2012, the IRS completed its examination of the Company's U.S. federal income tax returns for the year ended December 31, 2009. In May 2013, the State of New Jersey completed its examination of the Company's New Jersey income tax returns through the year ended December 31, 2010. There were no adjustments as a result of these examinations. | |
The Company accounts for penalties or interest related to uncertain tax positions as part of its provision for income taxes. Due to the Company's net operating loss carryforwards, any adjustment related to a liability would not be expected to result in a cash tax liability. Accordingly, the Company has not accrued for penalties or interest for the U.S. (both federal and state) as of September 30, 2014 and December 31, 2013. Assuming the continued existence of a full valuation allowance on the Company's net deferred tax assets, future recognition of any of the Company's unrecognized tax benefits would not impact the effective tax rate. | |
Commitment_and_Contingencies_N
Commitment and Contingencies - Note 8 | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure | ' |
Commitments and Contingencies | ' |
(8) Commitments and Contingencies | |
The Company has agreed to indemnify, under certain circumstances, certain manufacturers and service providers from and against any and all losses, claims, damages or liabilities arising from services provided by such manufacturers and service providers or from any use, including clinical trials, or sale by the Company or any Company agent of any product supplied by the manufacturers. The Company has entered into long-term agreements with various third-party contract manufacturers for the production and packaging of the active pharmaceutical ingredient and drug product. Under the terms of these various agreements, the Company may be required to purchase certain minimum quantities of product each year. | |
Stock_Options_Note_9
Stock Options - Note 9 | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Stock Option Plans | ' | |||||||||||
(9) Stock Options | ||||||||||||
The Company recognized $3.6 million and $11.2 million of compensation expense during the three and nine months ended September 30, 2014, respectively, and $2.2 million and $7.3 million during the three and nine months ended September 30, 2013, respectively, related to all stock based compensation. As of September 30, 2014, there was $32.8 million of total unrecognized compensation cost related to all unvested share-based compensation arrangements that is expected to be recognized over a weighted-average period of 2.77 years. | ||||||||||||
A summary of activity related to aggregate stock options under all plans is indicated in the following table: | ||||||||||||
As of September 30, 2014 | ||||||||||||
Weighted | Weighted | |||||||||||
Number | average | average remaining | Aggregate | |||||||||
of | exercise | contractual | intrinsic | |||||||||
options | price | term | value | |||||||||
(in thousands) | (in years) | (in thousands) | ||||||||||
Options outstanding at beginning | ||||||||||||
of year | 6,656 | $ | 8.03 | |||||||||
Options granted | 1,163 | 33.20 | ||||||||||
Options exercised | 971 | 7.85 | ||||||||||
Options forfeited/expired | 508 | 10.26 | ||||||||||
Options outstanding at September 30, 2014 | 6,340 | 12.50 | 7.37 | $ | 94,207 | |||||||
Vested and expected to vest | 6,012 | 12.05 | 7.29 | $ | 91,391 | |||||||
Options exercisable at September 30, 2014 | 3,240 | $ | 6.84 | 6.20 | $ | 62,086 | ||||||
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements - Note 10 | 9 Months Ended |
Sep. 30, 2014 | |
Recent Accounting Pronouncements Disclosure | ' |
Recent Accounting Pronouncements | ' |
(10) Recent Accounting Pronouncements | |
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position, results of operations or disclosures upon adoption. | |
In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers," which requires entities to recognize revenue in the way it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most of the existing revenue recognition requirements in U.S. GAAP when it becomes effective. This pronouncement is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period and is to be applied retrospectively, with early application not permitted. The Company is currently evaluating the effect that this pronouncement will have on its financial statements and related disclosures. | |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Notes to Financial Statements | ' |
Principles of Consolidation | ' |
The accompanying unaudited condensed consolidated financial statements included herein have been prepared by NPS Pharmaceuticals, Inc. (NPS Pharma or the Company) in accordance with the rules and regulations of the United States Securities and Exchange Commission (SEC). The condensed consolidated financial statements are comprised of the financial statements of NPS Pharma and its subsidiaries collectively referred to as the Company. In management's opinion, the interim financial data presented includes all adjustments (consisting solely of normal recurring items) necessary for fair presentation. All intercompany accounts and transactions have been eliminated. Certain information required by U.S. generally accepted accounting principles has been condensed or omitted in accordance with rules and regulations of the SEC. Operating results for the three or nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2014. | |
These condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto for the year ended December 31, 2013, included in NPS Pharma's 2013 Annual Report on Form 10-K filed with the SEC. | |
Use of Estimates | ' |
The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions relating to reporting of the assets and liabilities and the disclosure of contingent assets and liabilities to prepare these condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period in conformity with U.S. generally accepted accounting principles. Actual results could differ from these estimates. | |
Subsequent Events | ' |
The Company has evaluated all events and transactions since September 30, 2014. The Company did not have any material recognized or non-recognized subsequent events. | |
Foreign currency | ' |
The financial statements of the Company's subsidiaries with functional currencies other than the U.S. dollar are translated into U.S. dollars using period-end exchange rates for assets and liabilities, historical exchange rates for stockholders' equity and weighted average exchange rates for operating results. Translation gains and losses are included in accumulated other comprehensive income (loss), net of tax, in stockholders' equity. Foreign currency transaction gains and losses are included in the results of operations in other income and expense. | |
Income (Loss) per Common Share | ' |
Basic net income (loss) per common share is the amount of income (loss) for the period divided by the weighted average shares of common stock outstanding during the reporting period. Diluted income (loss) per common share is the amount of income (loss) for the period plus interest expense on convertible debt divided by the sum of weighted average shares of common stock outstanding during the reporting period and weighted average shares that would have been outstanding assuming the issuance of common shares for all dilutive potential common shares. | |
Fair Value of Financial Instruments | ' |
The Company's financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: | |
Level 1- Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. | |
Level 2- Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). | |
Level 3- Inputs are unobservable and reflect the Company's assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available. | |
The fair values of the Company's convertible notes were estimated using the (i) terms of the convertible notes; (ii) rights, preferences, privileges, and restrictions of the underlying security; (iii) time until any restriction(s) are released; (iv) fundamental financial and other characteristics of the Company; (v) trading characteristics of the underlying security (exchange, volume, price, and volatility); and (vi) precedent sale transactions. The fair values of the Company's non-recourse Sensipar notes, recombinant human parathyroid hormone [1-84] ("rhPTH 1-84")-secured debt and Regpara-secured debt were estimated using a discounted cash flow model. Within the hierarchy of fair value measurements, these are Level 3 fair values. | |
Inventory | ' |
Inventories are stated at the lower of cost or market. | |
Income Taxes | ' |
The Company accounts for penalties or interest related to uncertain tax positions as part of its provision for income taxes. Due to the Company's net operating loss carryforwards, any adjustment related to a liability would not be expected to result in a cash tax liability. Accordingly, the Company has not accrued for penalties or interest for the U.S. (both federal and state) as of September 30, 2014 and December 31, 2013. Assuming the continued existence of a full valuation allowance on the Company's net deferred tax assets, future recognition of any of the Company's unrecognized tax benefits would not impact the effective tax rate. | |
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Notes to Financial Statements | ' | ||||||||||||
Fair Value Measurement (Tables) | ' | ||||||||||||
In accordance with the fair value hierarchy described above, the following table shows the fair value of the Company's financial assets (only marketable investment securities) that are required to be measured at fair value as of September 30, 2014 and December 31, 2013 (in thousands): | |||||||||||||
As of September 30, 2014: | Level 1 | Level 2 | Level 3 | Total | |||||||||
Certificate of deposits | $ | - | $ | 11,430 | $ | - | $ | 11,430 | |||||
Corporate debt | - | 95,751 | - | 95,751 | |||||||||
Government agency debt | - | 8,797 | - | 8,797 | |||||||||
Money market funds | 13,033 | - | - | 13,033 | |||||||||
Total assets at fair value | $ | 13,033 | $ | 115,978 | $ | - | $ | 129,011 | |||||
As of December 31, 2013: | Level 1 | Level 2 | Level 3 | Total | |||||||||
Certificate of deposits | $ | - | $ | 13,020 | $ | - | $ | 13,020 | |||||
Corporate | - | 91,887 | - | 91,887 | |||||||||
Government agencies | - | 27,131 | - | 27,131 | |||||||||
Money market funds | 23,043 | - | - | 23,043 | |||||||||
Total assets at fair value | $ | 23,043 | $ | 132,038 | $ | - | $ | 155,081 | |||||
Fair and Carrying Value of Debt Instruments | ' | ||||||||||||
The fair and carrying value of our debt instruments are detailed as follows (in thousands): | |||||||||||||
As of September 30, 2014 | As of December 31, 2013 | ||||||||||||
Fair | Carrying | Fair | Carrying | ||||||||||
Value | Value | Value | Value | ||||||||||
5.75% Convertible Notes* | $ | - | $ | - | $ | 92,338 | $ | 16,545 | |||||
Sensipar Notes | 33,525 | 33,501 | 54,097 | 54,395 | |||||||||
rhPTH 1-84-Secured Debt | 54,838 | 42,790 | 50,058 | 42,790 | |||||||||
Regpara-Secured Debt | 30,872 | 30,986 | 37,348 | 35,202 | |||||||||
Total | $ | 119,235 | $ | 107,277 | $ | 233,841 | $ | 148,932 | |||||
* See Note 6 | |||||||||||||
Financial_Instruments_Tables
Financial Instruments (Tables) | 9 Months Ended | ||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||||
Marketable investment securities | ' | ||||||||||||||||||
The following is a summary of the Company's marketable investment securities (in thousands): | |||||||||||||||||||
Gross | Gross | ||||||||||||||||||
unrealized | unrealized | ||||||||||||||||||
Amortized | holding | holding | Fair | ||||||||||||||||
cost | gains | losses | value | ||||||||||||||||
As of September 30, 2014: | |||||||||||||||||||
Debt securities: | |||||||||||||||||||
Corporate debt | $ | 107,211 | $ | 15 | $ | -45 | $ | 107,181 | |||||||||||
Government agency debt | 8,792 | 6 | - | 8,798 | |||||||||||||||
Total marketable investment securites | $ | 116,003 | $ | 21 | $ | -45 | $ | 115,979 | |||||||||||
Gross | Gross | ||||||||||||||||||
unrealized | unrealized | ||||||||||||||||||
Amortized | holding | holding | Fair | ||||||||||||||||
cost | gains | losses | value | ||||||||||||||||
As of December 31, 2013: | |||||||||||||||||||
Debt securities: | |||||||||||||||||||
Corporate | $ | 103,175 | $ | 23 | $ | -60 | $ | 103,138 | |||||||||||
Government agency | 26,110 | 22 | - | 26,132 | |||||||||||||||
Total marketable investment securites | $ | 129,285 | $ | 45 | $ | -60 | $ | 129,270 | |||||||||||
Marketable investment securities available for sale in an unrealized loss position | ' | ||||||||||||||||||
Marketable investment securities available for sale in an unrealized loss position as of September 30, 2014 and December 31, 2013 are summarized as follows (in thousands): | |||||||||||||||||||
Held for less than 12 months | Held for more than 12 months | Total | |||||||||||||||||
Unrealized | Unrealized | Unrealized | |||||||||||||||||
Fair value | losses | Fair value | losses | Fair value | losses | ||||||||||||||
As of September 30, 2014: | |||||||||||||||||||
Available for Sale: | |||||||||||||||||||
Debt securities: | |||||||||||||||||||
Corporate debt | $ | 82,985 | $ | 45 | $ | - | $ | - | $ | 82,985 | $ | 45 | |||||||
Government agency | |||||||||||||||||||
debt | - | - | - | - | - | - | |||||||||||||
$ | 82,985 | $ | 45 | $ | - | $ | - | $ | 82,985 | $ | 45 | ||||||||
As of December 31, 2013: | |||||||||||||||||||
Available for Sale: | |||||||||||||||||||
Debt securities: | |||||||||||||||||||
Corporate debt | $ | 74,407 | $ | 56 | $ | 5,732 | $ | 4 | $ | 80,139 | $ | 60 | |||||||
Government agency | |||||||||||||||||||
debt | - | - | - | - | - | - | |||||||||||||
$ | 74,407 | $ | 56 | $ | 5,732 | $ | 4 | $ | 80,139 | $ | 60 | ||||||||
Maturities of marketable investment securities | ' | ||||||||||||||||||
Summary of Contractual Maturities | |||||||||||||||||||
Maturities of marketable investment securities are as follows at September 30, 2014 and December 31, 2013 (in thousands): | |||||||||||||||||||
As of September 30, 2014 | As of December 31, 2013 | ||||||||||||||||||
Amortized | Amortized | ||||||||||||||||||
cost | Fair value | cost | Fair value | ||||||||||||||||
Due within one year | $ | 107,385 | $ | 107,360 | $ | 103,280 | $ | 103,266 | |||||||||||
Due after one year through five years | 8,618 | 8,619 | 26,005 | 26,004 | |||||||||||||||
Due after five years | - | - | - | - | |||||||||||||||
Total debt securities | $ | 116,003 | $ | 115,979 | $ | 129,285 | $ | 129,270 | |||||||||||
Proceeds from maturities and sales of available for sale securities and resulting gain and losses | ' | ||||||||||||||||||
The proceeds from maturities and sales of available for sale securities and resulting realized gains and losses, were as follows (in thousands): | |||||||||||||||||||
For the Three Months | For the Nine Months | ||||||||||||||||||
Ended September 30, | Ended September 30, | ||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||
Proceeds from sales and maturities | $ | 21,810 | $ | 18,045 | $ | 99,769 | $ | 64,702 | |||||||||||
Realized gains | 5 | - | 12 | 2 | |||||||||||||||
Realized losses | - | - | - | - | |||||||||||||||
Inventory_Tables
Inventory (Tables) | 9 Months Ended | ||||||
Sep. 30, 2014 | |||||||
Inventory Tables | ' | ||||||
Inventory | ' | ||||||
Inventories are stated at the lower of cost or market. Inventory is as follows at September 30, 2014 and December 31, 2013 (in thousands): | |||||||
September 30, | December 31, | ||||||
2014 | 2013 | ||||||
Raw materials | $ | 31,411 | $ | 29,330 | |||
Finished goods | 2,102 | 705 | |||||
Total inventory | $ | 33,513 | $ | 30,035 | |||
Longterm_Debt_Tables
Long-term Debt (Tables) | 9 Months Ended | ||||||
Sep. 30, 2014 | |||||||
Notes to Financial Statements | ' | ||||||
Long-term Debt (Tables) | ' | ||||||
The following table reflects the carrying value of the Company's long-term debt under various financing arrangements as of September 30, 2014 and December 31, 2013 (in thousands): | |||||||
September 30, | December 31, | ||||||
2014 | 2013 | ||||||
Convertible notes | $ | - | $ | 16,545 | |||
Non-recourse debt | 107,277 | 132,387 | |||||
Total debt | 107,277 | 148,932 | |||||
Less current portion | 7,270 | 25,297 | |||||
Total long-term debt | $ | 100,007 | $ | 123,635 | |||
Stock_Options_Tables
Stock Options (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Stock Options Tables | ' | |||||||||||
Disclosure Of Share-Based Compensation Arrangements By Share-Based Payment Award | ' | |||||||||||
A summary of activity related to aggregate stock options under all plans is indicated in the following table: | ||||||||||||
As of September 30, 2014 | ||||||||||||
Weighted | Weighted | |||||||||||
Number | average | average remaining | Aggregate | |||||||||
of | exercise | contractual | intrinsic | |||||||||
options | price | term | value | |||||||||
(in thousands) | (in years) | (in thousands) | ||||||||||
Options outstanding at beginning | ||||||||||||
of year | 6,656 | $ | 8.03 | |||||||||
Options granted | 1,163 | 33.20 | ||||||||||
Options exercised | 971 | 7.85 | ||||||||||
Options forfeited/expired | 508 | 10.26 | ||||||||||
Options outstanding at September 30, 2014 | 6,340 | 12.50 | 7.37 | $ | 94,207 | |||||||
Vested and expected to vest | 6,012 | 12.05 | 7.29 | $ | 91,391 | |||||||
Options exercisable at September 30, 2014 | 3,240 | $ | 6.84 | 6.20 | $ | 62,086 | ||||||
Income_Loss_Per_Share_Narrativ
Income (Loss) Per Share (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Anti-dilutive shares | 4.8 | 7.4 | 5.9 | 6.7 |
Convertible Notes Payable | ' | ' | ' | ' |
Anti-dilutive shares | 0 | 3 | 1.1 | 3 |
Stock Options Restricted Stock And Restricted Stock Units | ' | ' | ' | ' |
Anti-dilutive shares | 4.8 | 4.4 | 4.8 | 3.6 |
Fair_Value_Measurement_Securit
Fair Value Measurement (Securities) (Details 1) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Certificates of deposit | $11,430 | $13,020 |
Corporate | 95,751 | 91,887 |
Government agency debt | 8,797 | 27,131 |
Money market funds | 13,033 | 23,043 |
Total assets at fair value | 129,011 | 155,081 |
Level 1 | ' | ' |
Certificates of deposit | 0 | 0 |
Corporate | 0 | 0 |
Government agency debt | 0 | 0 |
Money market funds | 13,033 | 23,043 |
Total assets at fair value | 13,033 | 23,043 |
Level 2 | ' | ' |
Certificates of deposit | 11,430 | 13,020 |
Corporate | 95,751 | 91,887 |
Government agency debt | 8,797 | 27,131 |
Money market funds | 0 | 0 |
Total assets at fair value | 115,978 | 132,038 |
Level 3 | ' | ' |
Certificates of deposit | 0 | 0 |
Corporate | 0 | 0 |
Government agency debt | 0 | 0 |
Money market funds | 0 | 0 |
Total assets at fair value | $0 | $0 |
Fair_Value_Measurement_Debt_In
Fair Value Measurement (Debt Instruments) (Details 2) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Debt instruments, fair value | $119,235 | $233,841 | ||
Debt instruments, carrying value | 107,277 | 148,932 | ||
Convertible Notes | ' | ' | ||
Debt instruments, fair value | 0 | [1] | 92,338 | [1] |
Debt instruments, carrying value | 0 | [1] | 16,545 | [1] |
Sensipar Notes | ' | ' | ||
Debt instruments, fair value | 33,525 | 54,097 | ||
Debt instruments, carrying value | 33,501 | 54,395 | ||
rhPTH 1-84-Secured Debt | ' | ' | ||
Debt instruments, fair value | 54,838 | 50,058 | ||
Debt instruments, carrying value | 42,790 | 42,790 | ||
Regpara-Secured Debt | ' | ' | ||
Debt instruments, fair value | 30,872 | 37,348 | ||
Debt instruments, carrying value | $30,986 | $35,202 | ||
[1] | See Note 6 |
Fair_Value_Measurement_Liabili
Fair Value Measurement (Liabilities Narrative) (Details 3) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Fair Value Measurement Liabilities Narrative Details 3 | ' | ' |
Brigham Women's Hospital royalty liability, fair value | $3.60 | $4.30 |
Brigham Women's Hospital royalty liability, carrying value | $4.60 | $5.60 |
Financial_Instruments_Fair_Val
Financial Instruments (Fair Value Of Investments) (Details 1) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Amortized cost | $116,003 | $129,285 |
Gross unrealized holding gains | 21 | 45 |
Gross unrealized holding losses | -45 | -60 |
Fair value | 115,979 | 129,270 |
Corporate | ' | ' |
Amortized cost | 107,211 | 103,175 |
Gross unrealized holding gains | 15 | 23 |
Gross unrealized holding losses | -45 | -60 |
Fair value | 107,181 | 103,138 |
Government agency | ' | ' |
Amortized cost | 8,792 | 26,110 |
Gross unrealized holding gains | 6 | 22 |
Gross unrealized holding losses | 0 | 0 |
Fair value | $8,798 | $26,132 |
Financial_Instruments_Fair_Val1
Financial Instruments (Fair Value Of Investments) (Details 2) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Marketable investment securities available for sale in an unrealized loss position | ' | ' |
In Loss Position for Less Than 12 Months, Fair Value | $82,985 | $74,407 |
In Loss Position for Less Than 12 Months, Gross Unrealized Losses | 45 | 56 |
In Loss Position for More Than 12 Months, Fair Value | 0 | 5,732 |
In Loss Position for More Than 12 Months, Gross Unrealized Losses | 0 | 4 |
Total, Fair Value | 82,985 | 80,139 |
Total, Gross Unrealized Losses | 45 | 60 |
Corporate | ' | ' |
Marketable investment securities available for sale in an unrealized loss position | ' | ' |
In Loss Position for Less Than 12 Months, Fair Value | 82,985 | 74,407 |
In Loss Position for Less Than 12 Months, Gross Unrealized Losses | 45 | 56 |
In Loss Position for More Than 12 Months, Fair Value | 0 | 5,732 |
In Loss Position for More Than 12 Months, Gross Unrealized Losses | 0 | 4 |
Total, Fair Value | 82,985 | 80,139 |
Total, Gross Unrealized Losses | 45 | 60 |
Government agency | ' | ' |
Marketable investment securities available for sale in an unrealized loss position | ' | ' |
In Loss Position for Less Than 12 Months, Fair Value | 0 | 0 |
In Loss Position for Less Than 12 Months, Gross Unrealized Losses | 0 | 0 |
In Loss Position for More Than 12 Months, Fair Value | 0 | 0 |
In Loss Position for More Than 12 Months, Gross Unrealized Losses | 0 | 0 |
Total, Fair Value | 0 | 0 |
Total, Gross Unrealized Losses | $0 | $0 |
Financial_Instruments_Contract
Financial Instruments (Contractual Maturities) (Details 3) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Financial Instruments Contractual Maturities Details 3 | ' | ' |
Due within one year, amortized cost | $107,385 | $103,280 |
Due after one year through five years, amortized cost | 8,618 | 26,005 |
Due after five years through ten years, amortized cost | 0 | 0 |
Due within one year, fair value | 107,360 | 103,266 |
Due after one year through five years, fair value | 26,005 | 26,004 |
Due after five years through ten years, fair value | 0 | 0 |
Total debt securities, amortized cost | 116,003 | 129,285 |
Total debt securities, fair value | $115,979 | $129,270 |
Financial_Instruments_Proceeds
Financial Instruments (Proceeds) (Details 4) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Financial Instruments Proceeds Details 4 | ' | ' | ' | ' |
Proceeds from sales and maturities | $21,810 | $18,045 | $99,769 | $64,702 |
Realized gains | 5 | 0 | 12 | 2 |
Realized losses | $0 | $0 | $0 | $0 |
Financial_Instruments_Narrativ
Financial Instruments (Narrative) (Details 5) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Financial Instruments Narrative Details 5 | ' | ' |
Impairment losses | $0 | $0 |
Inventory_Details
Inventory (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Details | ' | ' |
Raw materials | $31,411 | $29,330 |
Finished goods | 2,102 | 705 |
Total inventory | $33,513 | $30,035 |
Longterm_Debt_Details_1
Long-term Debt (Details 1) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Long-term Debt Details 1 | ' | ' |
Convertible notes | $0 | $16,545 |
Non-recourse debt | 107,277 | 132,387 |
Total debt | 107,277 | 148,932 |
Less current portion | 7,270 | 25,297 |
Total long-term debt | $100,007 | $123,635 |
Longterm_Debt_Convertible_Note
Long-term Debt Convertible Notes (Narrative) (Details) (USD $) | 1 Months Ended |
In Millions, except Share data, unless otherwise specified | Apr. 30, 2014 |
Long-term Debt Convertible Notes Narrative Details | ' |
Conversion of 5.75% convertible notes, shares | 3,041,451 |
Stock Issued During Period, Per Share, New Issues | $5.44 |
Conversion of 5.75% convertible notes | $16.50 |
Longterm_Debt_Narrative_Detail
Long-term Debt (Narrative) (Details 2) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Interest rate | 5.75% | ' |
Sensipar and Mimpara-Secured Non-recourse Debt Sensipar Notes | ' | ' |
Debt outstanding | $33.50 | $54.40 |
Debt classified as current | 7.3 | 6.7 |
Month and year of issue | 30-Sep-11 | ' |
Month and year of amendment | 'June 2012 | ' |
Interest rate | ' | 9.00% |
Effective interest rate | ' | 9.00% |
Debt amount originally issued | ' | 145 |
Net proceeds upon original issuance | ' | 144.9 |
Interest accrued | 0.4 | 0.6 |
Quarterly limit of royalty offset of the royalty advance | 8 | ' |
rhPTH 1-84-Secured Non-recourse Debt | ' | ' |
Debt outstanding | 42.8 | 42.8 |
Month and year of issue | 31-Jul-07 | ' |
Month and year of amendment | '2013-12-31 | ' |
Debt amount originally issued | ' | 50 |
Net proceeds upon original issuance | ' | 50 |
Interest accrued | 4.8 | 0 |
Interest and principal paid to date | ' | 45.5 |
REGPARA-Secured Non-recourse Debt | ' | ' |
Debt outstanding | 31 | 35.2 |
Debt classified as current | 0 | 0 |
Month and year of issue | 28-Feb-10 | ' |
Interest rate | ' | 15.40% |
Effective interest rate | ' | 15.40% |
Debt amount originally issued | ' | 38.4 |
Net proceeds upon original issuance | ' | 38.4 |
Deferred debt issuance costs amortization period, in years | '10 years | ' |
Interest accrued | 0 | 1.1 |
Interest and principal paid to date | ' | $36.20 |
Income_Taxes_Narrative_of_Expe
Income Taxes (Narrative of Expense) (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Income Taxes Narrative Of Expense Details | ' | ' |
Accrued penalties and interest | $0 | $0 |
Other Information Pertaining to Income Taxes | ' | ' |
The Company files income tax returns in various jurisdictions with varying statutes of limitations. The statute of limitations for income tax audits in the U.S. will commence upon utilization of net operating losses and will expire three years from the filing of the tax return. In August 2012, the IRS completed its examination of the Company's U.S. federal income tax returns for the year ended December 31, 2009. In May 2013, the State of New Jersey completed its examination of the Company's New Jersey income tax returns through the year ended December 31, 2010. There were no adjustments as a result of these examinations. | ||
Stock_Options_Compensation_Exp
Stock Options (Compensation Expense Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Stock Options Compensation Expense Narrative Details | ' | ' | ' | ' |
Compensation expense on share-based awards | $3.60 | $2.20 | $11.20 | $7.30 |
Unrecognized compensation cost | $32.80 | ' | $32.80 | ' |
Weighted average period over which unrecognized compensation is expected to be recognized, in years | ' | ' | '2 years 281 days | ' |
Stock_Options_Aggregate_Activi
Stock Options (Aggregate Activity Under Stock Option Plans) (Details) (USD $) | 9 Months Ended |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 |
Stock Options Aggregate Activity Under Stock Option Plans Details | ' |
Options outstanding at beginning of year | 6,656,000 |
Options granted | 1,163,000 |
Options exercised | 971,000 |
Options forfeited/expired | 508,000 |
Options outstanding at September 30, 2014 | 6,340,000 |
Weighted-average exercise price of options outstanding, beginning of year | $8.03 |
Weighted-average exercise price of options granted during period | $33.20 |
Weighted-average exercise price of options exercised during the period | $7.85 |
Weighted-average exercise price of options forfeited/expired during the period | $10.26 |
Weighted-average exercise price of options outstanding, at September 30, 2014 | $12.50 |
Weighted-average remaining contractual term of options outstanding, at September 30, 2014 | '7 years 135 days |
Aggregate intrinsic value of options outstanding, at September 30, 2014 | $94,207 |
Options Vested and Expected to Vest, Number of Shares | 6,012,000 |
Options Vested and Expected to Vest, Weighted-Average Exercise Price Per Share | $12.05 |
Options Vested and Expected to Vest, Weighted-Average Remaining Contractual Term | '7 years 106 days |
Options Vested and Expected to Vest, Aggregate Intrinsic Value | 91,391 |
Options Exercisable, Number of Shares | 3,240,000 |
Options Exercisable, Weighted-Average Exercise Price Per Share | $6.84 |
Options Exercisable, Weighted-Average Remaining Contractual Term | '6 years 73 days |
Options Exercisable, Aggregate Intrinsic Value | $62,086 |